On December 19, 2008, as part of the United States Department of the Treasury's (the "Treasury") Troubled Asset Relief Program - Capital Purchase Program (the "Program"), Community West Bancshares (the "Company") entered into a Letter Agreement (the "Letter Agreement") which incorporates the terms of the Securities Purchase Agreement - Standard Terms attached thereto (the "Purchase Agreement") with the Treasury, pursuant to which the Company issued to the Treasury, in exchange for an aggregate purchase price of $15.6 million in cash:
(i) 15,600 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value, having a liquidation preference of $1,000 per share (the "Series A Preferred Stock"), and (ii) a warrant (the "Warrant") to purchase up to 521,158 shares of the Company's common stock, no par value (the "Common Stock"), at an exercise price of $4.49 per share.

The rights, preferences and privileges of the Series A Preferred Stock are set forth in the Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Certificate of Determination"), which the Company filed with the Secretary of State of the State of California on December 16, 2008. The Certificate of Determination was filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2008.

The Series A Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and at a rate of 9% per year thereafter, but will be paid only if, as and when declared by the Company's board of directors. The Series A Preferred Stock has no maturity date and ranks senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. The Series A Preferred Stock is generally non-voting, other than class voting on certain matters that could adversely affect the Series A Preferred Stock. In the event that dividends payable on the Series A Preferred Stock have not been paid for the equivalent of six or more quarters, whether or not consecutive, the Company's authorized number of directors will be automatically increased by two and the holders of the Series A Preferred Stock, voting together with holders of any then outstanding voting parity stock, will have the right to elect those directors at the Company's next annual meeting of shareholders or at a special meeting of shareholders called for that purpose. These directors will be elected annually and will serve until all accrued and unpaid dividends on the Series A Preferred Stock have been paid.

To preserve the voting rights of holders of Series A Preferred Stock to elect 2 directors to the Company's board of directors in the event dividends on the Series A Preferred Stock due thereunder are not paid for six or more quarters, the Company has agreed with the Treasury that at all times during which any shares of Series A Preferred Stock are outstanding, it will not fill more than 9 director positions. In the event the Company desires to increase the number of directors beyond 9, then the Company is required to amend its bylaws to increase the maximum directors to always allow for at least two open director seats for the holders of the Series A Preferred Stock to elect.

The Company may redeem the Series A Preferred Stock after February 15, 2012 for $1,000 per share plus accrued and unpaid dividends. Prior to this date, the Company may redeem, in whole or in part, at any time and from time to time, the Series A Preferred Stock for $1,000 per share plus accrued and unpaid dividends if: (i) the Company has raised aggregate gross proceeds in one or more "qualified equity offerings" (as defined in the Purchase Agreement) of not less than 25% of the aggregate purchase price for the Series A Preferred Stock and Warrant paid by the Treasury ($3.9 million), and (ii) the aggregate redemption price does not exceed the aggregate net cash proceeds from such qualified equity offerings. Any redemption is subject to the prior approval of the Company's primary federal banking regulator.

Prior to December 19, 2011, unless the Company has redeemed the Series A Preferred Stock or the Treasury has transferred the Series A Preferred Stock to a third party, the consent of the Treasury will be required for the Company to:
(i) declare or pay any dividend or make any distribution on the Common Stock (other than regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, publicly announced an intention to declare, on the Common Stock prior to October 14, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction) or (ii) redeem, purchase or acquire any shares of Common Stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Purchase Agreement. In addition, under the Certificate of Determination, the Company's ability to declare or pay dividends or repurchase Common Stock or other equity or capital securities will be subject to restrictions in the event that the Company fails to declare or pay (or set aside for payment) full dividends on the Series A Preferred Stock.

The Warrant is immediately exercisable and has a 10-year term. The exercise . . .

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.02.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.03.

The information concerning executive compensation set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference into this Item 5.02. In addition, the Company was and is required, under the terms of the Series A Preferred Stock, to maintain two open seats on the Board of Directors of the Company.

(d) Exhibits.

The following Exhibits are filed with this Form 8-K.

Exhibit No.   Description
    4.1       Warrant to Purchase 521,158 shares of Common Stock, dated December 19,
              2008, issued to the United States Department of the Treasury.

   10.1       Letter Agreement, dated as of December 19, 2008, between the Company
              and the United States Department of the Treasury, and the Securities
              Purchase Agreement - Standard Terms attached thereto and incorporated
              therein.

   10.2       Letter Agreement, dated as of December 19, 2008, between the Company
              and the Treasury regarding the Number of Director Positions.

   10.3       Agreement, dated as of December 19, 2008, between the Company and
              Lynda Nahra regarding modifications to Benefit Plans.

   10.4       Agreement, dated as of December 19, 2008, between the Company and
              Charles Baltuskonis regarding modifications to Benefit Plans.

   10.5       Agreement, dated as of December 19, 2008, between the Company and
              Richard Favor regarding modifications to Benefit Plans.

   10.6       Waiver of Lynda Nahra, dated as of December 19, 2008, waiving claims
              against the Company and the Treasury as a result of modifications to
              Benefit Plans.

   10.7       Waiver of Charles Baltuskonis, dated as of December 19, 2008, waiving
              claims against the Company and the Treasury as a result of
              modifications to Benefit Plans.

   10.8       Waiver of Richard Favor, dated as of December 19, 2008, waiving claims
              against the Company and the Treasury as a result of modifications to
              Benefit Plans.